The audit committee has pleasure in submitting this report, as required by sections 269A and 270A of the South African Companies Act No 61 of 1973 (“the Act”).

FUNCTIONS OF THE AUDIT COMMITTEE

The audit committee has adopted formal terms of reference, delegated by the board of directors, as its audit committee charter.

The audit committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows:

• Reviewed the interim, provisional and year-end financial statements and integrated annual report, culminating in a recommendation to the board to adopt them. In the course of its review the committee:
  • took appropriate steps to ensure the financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Act
  • considered and, when appropriate, made recommendations on internal financial controls
  • dealt with concerns or complaints on accounting policies, internal audit, the auditing or content of annual financial statements, and internal financial controls, and
  • reviewed legsl matters that could have a significant impact on the organisation’s financial statements.
• Reviewed external audit reports on the annual financial statements.
• Reviewed the board-approved internal audit charter. No amendments were recommended to the board by the committee.
• Reviewed and approved the internal audit plan.
• Reviewed internal audit and risk management reports and, where relevant, made recommendations to the board.
• Evaluated the effectiveness of risk management, controls and governance processes.
• Verified the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as auditor for 2011 and noted the appointment of Mr Anton Wentzel as the designated auditor.
• Approved audit fees and engagement terms of the external auditor.
• Determined the nature and extent of allowable non-audit services and approved contract terms for non-audit services by the external auditor.

MEMBERS OF THE AUDIT COMMITTEE AND ATTENDANCE AT MEETINGS

The audit committee consists of the non-executive directors listed below and meets at least three times per annum in accordance with its charter. All members act independently as described in section 269A of the Act. During the year under review, four meetings were held. Details of attendance found here.

Name of committee member	Qualifications
J J M van Zyl	PrEng and BScEng(Mechanical) (UCT)
R C C Jafta	MEcon and PhD
F-A du Plessis	BComHons (Taxation), LLB and CA(SA)
B J van der Ross	DipLaw (UCT)

All committee members, with the exception of Mr Van der Ross who was appointed with effect from 17 June 2010, served on the committee for the full financial year.

INTERNAL AUDIT

The audit committee has oversight of the group’s financial statements and reporting process, including the system of internal financial control. It is responsible for ensuring the group’s internal audit function is independent and has the necessary resources, standing and authority in the organisation to discharge its duties. The committee oversees cooperation between internal and external auditors, and serves as a link between the board of directors and these functions. The head of internal audit reports functionally to the chair of the committee and administratively to the financial director.

ATTENDANCE

The internal and external auditors, in their capacity as auditors to the group, attended and reported at all meetings of the audit committee. The group risk management function was also represented. Executive directors and relevant senior managers attended meetings by invitation.

CONFIDENTIAL MEETINGS

Audit committee agendas provide for confidential meetings between committee members and the internal and external auditors.

INDEPENDENCE OF THE EXTERNAL AUDITOR

During the year the audit committee reviewed a representation by the external auditor and, after conducting its own review, confirmed the independence of the auditor.

EXPERTISE AND EXPERIENCE OF FINANCIAL DIRECTOR AND THE FINANCE FUNCTION

As required by the JSE Listings Requirement 3.84(h), the audit committee has satisfied itself that the financial director has appropriate expertise and experience.

In addition, the committee satisfied itself that the composition, experience and skills set of the finance function met the group’s requirements.

DISCHARGE OF RESPONSIBILITIES

The committee determined that during the financial year under review it had discharged its legal and other responsibilities as outlined in terms of its remit, details of which are included here. The board concurred with this assessment.

J J M van Zyl
Chairman: Audit committee
24 June 2011